EX-10.5






GUARANTY OF PAYMENT




This GUARANTY OF PAYMENT (as the same may be amended, supplemented or otherwise modified from
time to time, “Guaranty”) is made as of June 26, 2008 by GRUBB & ELLIS HEALTHCARE REIT,
INC., a Maryland corporation (“Guarantor”) for the benefit of FIFTH THIRD BANK, a Michigan
banking corporation, together with its successors and assigns (“Agent”), as agent for the
Banks (as defined below).



W I T N E S S E T H:




WHEREAS, pursuant to that certain Loan Agreement (together with all renewals, amendments,
modifications, increases and extensions thereof, the “Loan Agreement”) dated as of the date
hereof between G&E HEALTHCARE REIT MEDICAL PORTFOLIO 3, LLC, a Delaware limited liability company
(“Borrower”), Agent and the financial institutions identified therein (the
“Banks”), Banks have agreed to make a loan to Borrower in the maximum principal amount of
$58,000,000.00 (the “Loan”). The Loan is evidenced by certain Syndicated Promissory Notes
dated as of even date herewith in the aggregate principal amount of $58,000,000.00 from Borrower
payable to the order of each Bank (collectively, the “Notes”).



WHEREAS, the Loan is secured by that certain Mortgage, Security Agreement, Fixture Filing and
Assignment of Leases and Rents, by Borrower for the benefit of Agent dated as of even date herewith
(together with all renewals, modifications, increases and extensions thereof, the
“Mortgage”), which grants Agent a first security interest in the real property described on
Exhibit A attached thereto (the “Property”). The Loan Agreement, Notes, Mortgage,
and each of the other documents evidencing or securing the Loan are hereinafter referred to
collectively as the “Loan Documents.”



WHEREAS, Banks are not willing to make the Loan, or otherwise extend credit, to the Borrower
unless Guarantor unconditionally guarantees payment and performance to Banks of the Guaranteed
Obligation (as herein defined); and



WHEREAS, Guarantor will directly benefit from Banks’ making the Loan to Borrower.



NOW, THEREFORE, as an inducement to Banks to make the Loan to Borrower and to extend such
additional credit as Banks may from time to time agree to extend under the Loan Documents, and for
other good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:



ARTICLE 1




DEFINED TERMS




Section 1.1 Defined Terms. Capitalized terms used in this Guaranty and not
specifically defined in this Guaranty have the meaning provided in the Loan Agreement.



ARTICLE 2




NATURE AND SCOPE OF GUARANTY




Section 2.1 Guaranty of Obligation. Subject to the limitations set forth in Section
2.3 below, Guarantor hereby irrevocably and unconditionally guarantees to Agent the payment and
performance of the Guaranteed Obligation as and when the same shall be due and payable, whether by
lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and
unconditionally covenants and agrees that it is liable for the Guaranteed Obligation as a primary
obligor.



Section 2.2 Definition of Guaranteed Obligation. The term “Guaranteed
Obligation” means (i) the payment of $14,500,000.00 of the principal amount of the Loan, and
(ii) all amounts owed pursuant to Section 2.3 hereof.



Section 2.3 Additional Liability.




(a) Guarantor shall at all times have unlimited liability with respect to the guaranty
of the payment and performance of the Debt (as defined in the Mortgage) in the event of a
Springing Recourse Event (as defined herein). As used herein, “Springing Recourse
Event” shall mean:




(A) The occurrence of a Prohibited Transfer (as defined in the
Mortgage), without the prior written consent of Agent;




(B) Borrower files a voluntary petition under 11 U.S.C. § 101 et seq.,
as the same may be amended from time to time (the “Bankruptcy
Code”), or a voluntary petition, complaint or application under any
other present or future state or federal law regarding bankruptcy,
reorganization or other relief to debtors (collectively with the Bankruptcy
Code, the “Debtor Relief Laws”; any proceeding under the Bankruptcy
Code or any other Debtor Relief Law is hereinafter referred to as a
“Bankruptcy Proceeding”);




(C) Any Borrower Party (as hereinafter defined) or any other affiliate
of Borrower, or an officer, director, agent, representative, entity or
person which owns or controls, directly or indirectly, Borrower or any of
the foregoing, files, or joins in the filing of, an involuntary Bankruptcy
Proceeding against Borrower; or Borrower, any Borrower Party or any other
affiliate of Borrower solicits or causes to be solicited petitioning
creditors for any involuntary Bankruptcy Proceeding against Borrower. As
used herein, “Borrower Party” means the parent of Borrower,
Guarantor, and any manager or managing member/general partner of Borrower;




(D) Borrower files an answer acquiescing in or joining in any
involuntary Bankruptcy Proceeding filed against it by any other entity or
person under the Bankruptcy Code or any other Debtor Relief Law;




(E) Borrower fails to maintain its existence as a single purposes
entity in conformance with the terms and provisions of the Mortgage, which
failure results in a bankruptcy filing or proceeding or a substantive
consolidation of the assets of the Borrower with any other entity or person;




(F) In any case or proceeding under the Bankruptcy Code, any other
Debtor Relief Law or any other judicial proceeding, Borrower, any Borrower
Party or any other affiliate of Borrower shall propose a plan of
reorganization, or otherwise take any action to seek any order, pursuant to
which all or any portion of the lien of the Mortgage or the obligations of
Borrower to pay the Debt as specified in the Loan Documents is rescinded,
set aside, or determined to be void or unenforceable, or any of the terms of
any of the Loan Documents are modified without Agent’s consent (and in any
circumstance in which this clause applies, the liability of Guarantor for
the obligations set forth in the Loan Documents shall be determined as if
there were no such rescission, set aside, determination of voidness or
unenforceability, or modification);




(G) Fraud, willful misrepresentation, misappropriation of funds or
theft is committed by Borrower, any Borrower Party or any other affiliate of
Borrower in connection with the Loan or the Property; or




(H) Borrower, any Borrower Party or any other affiliate of Borrower in
bad faith asserts any claim, defense, or offset against Agent that Borrower
has acknowledged to be untrue, waived or agreed not to assert, including but
not limited to that the transactions contemplated by the Loan Documents
establish a joint venture, partnership or other similar arrangement between
Borrower and Agent.




(b) Guarantor shall at all times have personal liability for the payment of the
“Special Damages” (as hereinafter defined) without regard to the limitation of liability set
forth above, which amount shall be due and payable to Agent on demand. As used herein, the
“Special Damages” means any and all losses or damages Agent and/or Banks actually
incur as a result of or in connection with any of the following:




(1) Any unearned prepaid rental or other income arising with respect to the
property then covered by the liens, assignments and security interests of the Loan
Documents that is not paid to Agent or applied in the ordinary course of business to
costs of owning and operating the Property; provided that notice has been given to
Agent that such costs of owning and operating the Property are not being paid (the
“Liens”) and, in addition, any rental or other income arising with respect
to the property then covered by the Liens and retained by Guarantor or Property
Manager after the earliest to occur of (i) the date on which Agent accelerates
maturity of the Notes, or (ii) the date on which Agent files a complaint to
foreclose the Liens, or (iii) the date on which Agent has given to Guarantor and/or
Property Manager (as defined in the Loan Agreement) any written notice that
Guarantor and/or Borrower is in default hereunder or under the other Loan Documents,
it being understood and agreed that except as expressly set forth in the Loan
Documents, Agent has no obligation to give any such notice (such earliest date being
herein called the “Operative Date”);




(2) The removal or disposal of any property (which is not replaced with
property of equal or greater value in the ordinary course of business) covered by
the Liens after the Operative Date;




(3) The misapplication by Property Manager or Guarantor of (i) any proceeds
paid to Property Manager or Guarantor before the date on which any foreclosure
complaint is filed under any insurance policies by reason of damage, loss or
destruction to any portion of the property covered by the Liens (but only to the
full extent of such proceeds so misapplied), or (ii) any proceeds or awards
resulting from the condemnation, before any such foreclosure complaint is filed, of
all or any part of the property covered by the Liens;




(4) Failure to pay taxes, assessments or other charges which can create liens
on any portion of the property covered by the Liens that are payable or applicable
before any applicable foreclosure complaint is filed under the Loan Documents;
provided that funds are available from the ownership and operation of the Property
to pay such taxes, assessments or other charges as they become due and further
provided that Property Manager, Borrower or Guarantor have provided notice to Agent
that such taxes, assessments or other charges are not being paid;




(5) Failure to pay any valid mechanic’s liens, materialmen’s liens, brokers’
liens or other liens (whether or not similar) arising due to work performed or
materials furnished to any property covered by the Liens before any sale or the
filing of any foreclosure complaint; provided that funds are available from the
ownership and operation of the Property to pay such liens as they become due and
further provided Property Manager, Borrower or Guarantor have provided notice to
Agent that such liens are not being paid;




(6) Failure to deliver to Agent or the applicable tenant any security deposit
paid by any tenant with respect to any property covered by the Liens, to the extent
such tenant is lawfully entitled to receive a refund of such security deposit;




(7) Any failure to fully pay and satisfy all operating expenses of the property
covered by the Liens accrued to the date of filing of any foreclosure complaint of
the applicable Lien unless there is insufficient cash flow from the Property to pay
such operating expenses; provided that Property Manager, Borrower or Guarantor have
provided notice to Agent that such operating expenses are not being paid;




(8) Any intentional damage, destruction or waste to the Property caused by the
acts or omissions of Property Manager or its agents, employees, or contractors;
provided, however, the failure to make repairs to the Property, to the extent that
income from the Property is not available to fund such repairs, shall not constitute
waste;




(9) Any material negligent misrepresentation made by Borrower, any Borrower
Party or any other affiliate of the Borrower in connection with the Loan Documents
or the Loan;




(10) Any unwinding costs incurred by Lender in connection with any swap, hedge
or other interest rate protection agreement for the Loan;




(11) Any difference between (a) the net amount of any sales proceeds paid by
any tenant in connection with a sale of any Individual Property (as defined in the
Loan Agreement) to such tenant pursuant to such tenant’s exercise of its option to
purchase set forth in any Lease (as defined in the Loan Agreement) assumed by, or
entered into by, Borrower for such Individual Property, and (b) 110% of the amount
of the Loans allocated by Agent to such Individual Property, as set forth in Section
10 of the Loan Agreement;




(12) Any failure to maintain, repair or restore the property covered by the
Liens in accordance with the terms and provisions of the Loan Documents, to the
extent that Lender is not compensated by insurance proceeds collected by Lender; and




(13) Borrower contests, delays or otherwise hinders any action taken by Lender
in connection with the appointment of a receiver for the Property or the foreclosure
of the liens, mortgages or other security interests created by any of the Loan
Documents.



This Guaranty is a “last dollar” guaranty, and accordingly, under no circumstances shall
Guarantor’s liability hereunder be reduced by, from or as a result of any payment except as may be
made from Guarantor’s personal funds. Furthermore, the foregoing limitation on liability shall not
limit in any way the liability of Guarantor that may arise out of the obligations set forth in the
Environmental Indemnity Agreement dated of even date herewith made by Guarantor and Borrower in
favor of Agent.



ARTICLE 3




GENERAL TERMS AND CONDITIONS




Section 3.1 Nature of Guaranty. This Guaranty is an irrevocable, absolute,
continuing guaranty of payment and not a guaranty of collection. This Guaranty may not be revoked
by Guarantor and shall continue to be effective with respect to any Guaranteed Obligation existing
after any attempted revocation by Guarantor and, with respect to any individual Guarantor, after
Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and
Guarantor’s legal representatives and heirs). This Guaranty may be enforced by Agent and any
subsequent holder of the Notes and shall not be discharged by the assignment or negotiation of all
or part of the Loan Documents.



Section 3.2 Guaranteed Obligation Not Reduced by Offset. The Guaranteed Obligation
shall not be reduced, discharged or released because or by reason of any existing or future offset,
claim or defense of Borrower or any other Person (as defined below) against Agent or against
payment of the Guaranteed Obligation, whether such offset, claim or defense arises in connection
with the Guaranteed Obligation (or the transactions creating the Guaranteed Obligation) or
otherwise. As used in this Guaranty, “Person” shall mean any individual, corporation,
partnership, joint venture, association, joint stock company, trust, trustee, estate, limited
liability company, unincorporated organization, real estate investment trust, government or any
agency or political subdivision thereof, or any other form of entity.



Section 3.3 No Duty To Pursue Others. Agent has the right to require Guarantor to
pay, comply with and satisfy the Guaranteed Obligation under this Guaranty, and shall have the
right to proceed immediately against Guarantor with respect thereto. Without limitation of the
generality of the foregoing, it shall not be necessary for Agent (and Guarantor hereby waives any
rights which it may have to require Agent), in order to enforce the Guaranteed Obligation against
Guarantor, first to (i) institute a suit or exhaust its remedies against any Borrower or others
liable on the Loan or the Guaranteed Obligation or any other person or any of the collateral for
the Loan, (ii) enforce Agent’s rights against any of the collateral for the Loan, (iii) join
Borrower or any others liable on the Guaranteed Obligation in any action seeking to enforce this
Guaranty, (iv) demonstrate that the collateral for the Loan provides inadequate security for the
Loan, or (v) resort to any other means of obtaining payment of the Guaranteed Obligation.



Section 3.4 Payments; Interest on Amounts Payable Hereunder. If all or any part of
the Guaranteed Obligation shall not be punctually paid when due (taking into account any cure
periods provided under the Loan Documents), whether on demand, maturity, acceleration or otherwise,
Guarantor shall pay, immediately upon demand by Agent and without presentment, protest, notice of
protest, notice of non-payment, notice of intention to accelerate the maturity, or notice of
acceleration of the maturity, in immediately available lawful money of the United States of
America, as an addition to the Guaranteed Obligation, interest on the Guaranteed Obligation (to the
extent not paid when due) at the Default Rate (as defined in the Notes) until paid in full. Agent
may apply all money received by Agent from Guarantor to payment or reduction of the Loan or
reimbursement of Agent’s expenses, in such priority and proportions, and at such time or times as
Agent may elect in its sole discretion.



Section 3.5 Enforcement Costs. Guarantor hereby agrees to pay, on written demand by
Agent, all costs incurred by Agent in collecting any amount payable under this Guaranty or
enforcing or protecting its rights under the Loan Documents, in each case whether or not legal
proceedings are commenced. Such fees and expenses shall be in addition to the Guaranteed
Obligation and shall include, without limitation, costs and expenses of outside counsel, paralegals
and other hired professionals, special servicing fees (including portfolio management and capital
analytics fees), court fees, costs incurred in connection with pre-trial, trial and appellate level
proceedings (including discovery and expert witnesses), costs incurred in post-judgment collection
efforts or in any bankruptcy proceeding to the extent such costs relate to the Guaranteed
Obligations or the enforcement of this Guaranty. Amounts incurred by Agent shall be immediately
due and payable, and shall bear interest at the Default Rate from the date of disbursement until
paid in full upon Agent’s written demand for payment. This Section 3.5 shall survive the payment
of the Guaranteed Obligation.



Section 3.6 Cumulative Remedies. Guarantor acknowledges that, following an Event of
Default, Agent is entitled to accelerate the Loan and exercise all other rights and remedies as
have been provided to Agent under the Loan Documents, by law or in equity, including, without
limitation, enforcement of this Guaranty. All rights and remedies of Agent are cumulative and may
be exercised independently, concurrently or successively in Agent’s sole discretion and as often as
occasion therefor shall arise. Agent’s delay or failure to accelerate the Loan or exercise any
other remedy upon the occurrence of an Event of Default shall not be deemed a waiver of such right
or remedy. No partial exercise by Agent of any right or remedy will preclude further exercise
thereof. Notice or demand given to Guarantor in any instance will not entitle Guarantor to notice
or demand in similar or other circumstances nor constitute Agent’s waiver of its right to take any
future action in any circumstance without notice or demand. Agent may release other security for
the Loan, may release any party liable for the Loan, may grant extensions, renewals or forbearances
with respect thereto, may accept a partial or past due payment or grant other indulgences, or may
apply any other security held by it to payment of the Loan, in each case without prejudice to its
rights under this Guaranty and without such action being deemed an accord and satisfaction or a
reinstatement of the Loan. Agent will not be deemed as a consequence of its delay or failure to
act, or any forbearances granted, to have waived or be estopped from exercising any of its rights
or remedies.



Section 3.7 Unimpaired Liability. Guarantor acknowledges and agrees that all
obligations hereunder are and shall be absolute and unconditional under any and all circumstances
without regard to the validity, regularity or enforceability of any or all of the Loan Documents or
the existence of any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor or surety. Without limiting the foregoing, Guarantor
acknowledges and agrees that the liability hereunder shall in no way be released, terminated,
discharged, limited or impaired by reason of any of the following (whether or not Guarantor has any
knowledge or notice thereof):




(a) Borrower’s or any other Person’s lack of authority or lawful right to enter into
any of the Loan Documents or any officers’ or representatives’ lack of authority or right to
enter into Loan Documents on its behalf, or the obligations thereunder being ultra vires;




(b) any modification, supplement, extension, consolidation, restatement, waiver or
consent provided by Agent with respect to any of the Loan Documents including, without
limitation, the grant of extensions of time for payment or performance;




(c) the failure to record any Loan Document or to perfect any security interest
intended to be provided thereby;




(d) the release, surrender, exchange, subordination, deterioration, waste, loss,
impairment or substitution, in whole or in part, of any collateral for the Loan, the failure
to protect, secure or insure any such collateral, the acceptance of additional collateral
for the Loan or the failure of Agent or any other party to exercise diligence or reasonable
care in the preservation, protection, enforcement, sale or other handling or treatment of
all or any part of such collateral;




(e) Agent’s failure to exercise, or delay in exercising, any rights or remedies Agent
may have under the Loan Documents, or under this Guaranty, including but not limited to any
neglect, delay, omission, failure or refusal of Agent (i) to take or prosecute any action
for the collection of any of the Guaranteed Obligation, or (ii) to foreclose, or initiate
any action to foreclose, or, once commenced, prosecute to completion any action to foreclose
upon any collateral for the Loan, or (iii) to take or prosecute any action in connection
with any instrument or agreement evidencing or securing all or any part of the Guaranteed
Obligation;




(f) the release of Borrower or any other Person now or hereafter party to a Loan
Document from performance, in whole or in part, under any of Loan Document to which each is
a party, in each case whether by operation of law, Agent’s voluntary act, or otherwise;




(g) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or
other like proceeding involving or affecting Borrower or any other Person;




(h) the termination or discharge of the Mortgage or any other Loan Document or the
exercise of any power of sale or any foreclosure (judicial or otherwise) or delivery or
acceptance of a deed-in-lieu of foreclosure;




(i) the existence of any claim, setoff, counterclaim, defense or other rights which
Guarantor may have against Borrower, Agent or any other Person, whether in connection with
the Loan or any other transaction;




(j) the accuracy or inaccuracy of the representations and warranties made by Borrower
or any other Person in any of the Loan Documents;




(k) any adjustment, indulgence, forbearance or compromise that might be granted or
given by Agent to Borrower or any other Person;




(l) any sale, lease or transfer of any or all of the assets of Borrower or any other
Person;




(m) the Guaranteed Obligation, or any part thereof, exceeding the maximum amount
permitted by law or violating any usury law;




(n) any valid defenses, claims or offsets (whether at law, in equity or by agreement)
by Borrower which render the Guaranteed Obligation wholly or partially uncollectible from
Borrower, whether arising in connection with the Loan Documents or otherwise,




(o) the illegality or unenforceability of, or the inability to collect, the Guaranteed
Obligation;




(p) any of the Loan Documents being irregular or not genuine or authentic; or




(q) any changes (whether directly or indirectly) in the shareholders, partners or
members of Borrower or the reorganization, merger or consolidation of Borrower into or with
any other Person.



Section 3.8 Waivers. Guarantor hereby waives and relinquishes, to the fullest extent
permitted by law: (a) all rights or claims of right to cause a marshalling of assets or to cause
Agent to proceed against any of the collateral for the Loan before proceeding under this Guaranty
against it or any other guarantor or indemnitor under the Loan; (b) all rights and remedies
accorded by applicable law to sureties or guarantors, except any rights of subrogation and
contribution (the exercise of which are subject to the terms of this Guaranty); (c) the right to
assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or
proceeding brought by or against it; (d) notice of acceptance of this Guaranty and of any action
taken or omitted in reliance hereon; (e) presentment for payment, demand, protest, notice of
nonpayment or failure to perform or observe, or any other proof, notice or demand to which they
might otherwise be entitled with respect to the Guaranteed Obligation; (f)  all homestead or
exemption rights against the Guaranteed Obligation and the benefits of any statutes of limitation
or repose; and (g) any defense based upon an election of remedies by Agent, including any election
to proceed by judicial or non-judicial foreclosure of any such collateral, whether real property or
personal property security, or by deed in lieu thereof, and whether or not every aspect of any
foreclosure sale is commercially reasonable or any election of remedies, including remedies
relating to real property or personal property security, which destroys or otherwise impairs the
subrogation rights of Guarantor or the rights of Guarantor to proceed against Borrower or any
guarantor for reimbursement, or both.



Section 3.9 Waivers of Notice. Guarantor agrees to the provisions of the Loan
Documents and hereby waives notice of (i) any disbursements thereunder made by Agent to Borrower,
(ii) any amendment or extension of the Loan Documents, (iii) the execution and delivery by Borrower
and Agent of any other loan or credit agreement or of Borrower’s execution and delivery of any
promissory notes or other documents arising under the Loan Documents or in connection with the
Property, (iv) the occurrence of any Event of Default, (v) Agent’s transfer or disposition of the
Guaranteed Obligation, or any part thereof, (vi) the sale or foreclosure (or posting or advertising
for sale or foreclosure) of the Property, (vii) any default by Borrower under or with respect to
the Loan Documents, or (viii) any other action at any time taken or omitted by Agent and,
generally, all demands and notices of every kind in connection with this Guaranty and the other
Loan Documents.



Section 3.10 Guarantor Bound by Judgment Against Borrower. Guarantor agrees that it
shall be bound conclusively, in any jurisdiction, by the judgment in any action by Agent against
Borrower in connection with the Loan Documents (wherever instituted) as if Guarantor was a party to
such action even if not so joined as a party.



Section 3.11 Certain Consequences of Borrower’s Bankruptcy.




(a) Any payment made on the Loan, whether made by Borrower or Guarantor or any other
Person, that is required to be refunded or recovered from Agent as a preference or a
fraudulent transfer or is otherwise set-aside pursuant to 11 U.S.C. § 101 et seq., as the
same may be amended from time to time (the “Bankruptcy Code”) or under any other
present or future state or federal law regarding bankruptcy, reorganization or other relief
to debtors (collectively with the Bankruptcy Code, the “Debtor Relief Laws”) shall
not be considered as a payment made on the Loan or under this Guaranty. Guarantor’s
liability under this Guaranty shall continue with respect to any such payment, or be deemed
reinstated, with the same effect as if such payment had not been received by Agent,
notwithstanding any notice of revocation of this Guaranty prior to such avoidance or
recovery or payment in full of the Loan, until such time as all periods have expired within
which Agent could be required to return any amount paid at any time on account of the
Guaranteed Obligation.




(b) Until payment in full of the Debt (including interest accruing after the
commencement of a proceeding by or against Borrower under the Bankruptcy Code or any other
Debtor Relief Law, which interest the parties agree remains a claim that is prior and
superior to any claim of Guarantor notwithstanding any contrary practice, custom or ruling
in cases under any applicable Debtor Relief Law generally), Guarantor agrees not to accept
any payment or satisfaction of any kind of indebtedness of Borrower to Guarantor and hereby
assigns such indebtedness to Agent, including the right (but not the obligation) to file
proof of claim and to vote in any other bankruptcy or insolvency action, including the right
to vote on any plan of reorganization, liquidation or other proposal for debt adjustment
under Federal or state law.



Section 3.12 Subrogation and Contribution. Guarantor agrees that no payment by it
under this Guaranty shall give rise to, and hereby unconditionally and irrevocably waives, releases
and abrogates any and all rights it may now or hereafter have under any agreement, at law or in
equity (including, without limitation, any law subrogating it to the rights of Agent) to assert,
(a) any rights of subrogation against Borrower or the collateral for the Loan, or (b) any rights of
contribution against any other guarantor of the Loan or any other Person, in each case unless and
until Agent has received full and indefeasible payment of the Debt. If the deferral of such rights
shall be unenforceable for any reason, Guarantor agrees that its rights of subrogation shall be
junior and subordinate to Agent’s rights against Borrower and the collateral for the Loan.



Section 3.13 Subordination of Debt to Guarantor.




(a) Any indebtedness of Borrower to Guarantor, whether now or hereafter existing,
whether direct, contingent, primary, secondary, several, joint and several, or otherwise,
and irrespective of whether such debts or liabilities be evidenced by note, contract, open
account or otherwise, and irrespective of the person or persons in whose favor such debts or
liabilities may, at their inception, have been or may hereafter be created, or the manner in
which they have been or may hereafter be acquired by the Guarantor, including, without
limitation, all rights and claims of Guarantor against Borrower (arising as a result of
subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the
Guaranteed Obligation, together with any interest thereon (collectively, “Guarantor
Claims”), shall be and hereby is deferred, postponed and subordinated to the prior
payment in full of the Loan. Further, Guarantor agrees that should the Guarantor receive
any payment, satisfaction or security for any Guarantor Claim, the same shall be delivered
to Agent in the form received (endorsed or assigned as may be appropriate) for application
on account of, or as security for, the Loan and until so delivered to Agent, shall be held
in trust for Agent as security for the Loan.




(b) In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s
relief, or other insolvency proceedings involving the Guarantor as debtor, Agent shall have
the right to prove its claim in any such proceeding so as to establish its rights hereunder
and receive directly from the receiver, trustee or other court custodian dividends and
payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns
such dividends and payments to Agent. Should Agent receive, for application against the
Guaranteed Obligation, any dividend or payment which is otherwise payable to the Guarantor
and which, as between Borrower and the Guarantor, shall constitute a credit against the
Guarantor Claims, then, upon payment to Agent in full of the Guaranteed Obligation,
Guarantor shall become subrogated to the rights of Agent to the extent that such payments to
Agent on the Guarantor Claims have contributed toward the liquidation of the Guaranteed
Obligation, and such subrogation shall be with respect to that portion of the Guaranteed
Obligation which would have been unpaid if Agent had not received dividends or payments upon
the Guarantor Claims.




(c) Guarantor agrees that any liens, security interests, judgment liens, charges or
other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be
and remain inferior and subordinate to any liens, security interests, judgment liens,
charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed
Obligation, regardless of whether such encumbrances in favor of Guarantor or Agent presently
exist or are hereafter created or attach. Without the prior written consent of Agent,
Guarantor shall not (i) exercise or enforce any creditor’s right it may have against
Borrower, or (ii) foreclose, repossess, sequester or otherwise take steps or institute any
action or proceedings (judicial or otherwise, including without limitation the commencement
of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency
proceeding) to enforce any liens, mortgage, deeds of trust, security interests, collateral
rights, judgments or other encumbrances held by Guarantor on assets of Borrower.



Section 3.14 Agent Transferees; Secondary Market Activities; No Transfer by
Guarantor. Guarantor acknowledges and agrees that Agent, without notice to Guarantor or
Guarantor’s prior consent, may assign all or any portion of its rights hereunder in connection with
any sale or assignment of the Loan or servicing rights related to the Loan, grant participations in
the Loan, transfer the Loan as part of a securitization in which Agent assigns its rights to a
securitization trustee, or contract for the servicing of the Loan, and that each such assignee,
participant or servicer shall be entitled to exercise all of Agent’s rights and remedies hereunder.
Guarantor further acknowledges that Agent may provide to third parties with an existing or
prospective interest in the servicing, enforcement, ownership, purchase, participation or
securitization of the Loan, including, without limitation, any rating agency rating the securities
issued in respect of a securitization or participation of the Loan, and any entity maintaining
databases on the underwriting and performance of commercial mortgage loans, any and all information
which Agent now has or may hereafter acquire relating to the Loan, the Property or with respect to
Borrower or Guarantor, as Agent determines necessary or desirable. Guarantor irrevocably waives
all rights it may have under applicable law, if any, to prohibit such disclosure, including,
without limitation, any right of privacy. Guarantor may not assign any of its rights, powers,
duties and obligations hereunder, or substitute another Person in lieu of itself as the obligor
hereunder.



Section 3.15 Financial Reports, Inspection of Records. Guarantor represents and
warrants to Agent that (a) the financial statements of Guarantor previously submitted to Agent are
true, complete and correct in all material respects, disclose all actual and contingent
liabilities, and fairly present the financial condition of Guarantor as of the date hereof, and do
not contain any untrue statement of a material fact or omit to state a fact material to the
financial statements submitted or this Guaranty and (b) no material adverse change has occurred in
the financial statements from the dates thereof until the date hereof. Guarantor shall furnish to
Agent annual audited financial statements for each calendar year during the term of the Loan no
later than one hundred five (105) days after the end of such years and quarterly financial
statements for each calendar quarter during the term of the Loan no later than sixty (60) days
after the end of such quarter certified by Guarantor as true, complete and correct and otherwise in
a form substantially similar to the form of financial statements previously submitted by Guarantor
to Agent, unless otherwise approved in writing by Agent. Each financial report provided by
Guarantor shall include a statement of income and expense and a balance sheet. Agent and its
agents have the right, upon prior written notice to Guarantor (notice to be given unless an Event
of Default has occurred with respect to the Loan), to examine the records, books and other papers
which reflect upon Guarantor’s financial condition and to make copies and abstracts from such
materials.



Section 3.16 No reliance. Guarantor agrees and acknowledges that (a) Guarantor is
not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the
validity, enforceability, ability to collect, or value of the collateral for the Loan; (b)
Guarantor may be required to pay the Guaranteed Obligation in full without assistance or support of
any other party, and (c) Guarantor has not been induced to enter into this Guaranty on the basis of
a contemplation, belief, understanding or agreement that other parties will be liable to pay the
Guaranteed Obligation, or that Agent will look to other parties to pay or perform the Guaranteed
Obligation.



Section 3.17 Termination. This Guaranty shall be automatically discharged as of the
date on which the Debt has been indefeasibly paid in full.



ARTICLE 4




REPRESENTATIONS AND WARRANTIES




Section 4.1 Guarantor Due Diligence and Benefit. Guarantor represents and warrants
to Agent that (a) the Loan and this Guaranty are for commercial purposes, (b) Guarantor has had
adequate opportunity to review the Loan Documents, (c) Guarantor is fully aware of obligations of
Borrower thereunder and of the financial condition, assets and prospects of Borrower, and
(d) Guarantor is executing and delivering this Guaranty based solely upon Guarantor’s own
independent investigation of the matters contemplated by clauses (a) through (c) of this Section
4.1 and in no part upon any representation, warranty or statement of Agent with respect thereto.



Section 4.2 General. Guarantor represents and warrants to Agent that:




(a) Authority. Guarantor has the requisite legal and mental capacity to execute
and deliver this Guaranty and perform its obligations hereunder.




(b) Valid and Binding Obligation. This Guaranty constitutes Guarantor’s legal,
valid and binding obligation, enforceable against it in accordance with its terms, except to
the extent enforceability may be limited under applicable bankruptcy and insolvency laws and
similar laws affecting creditors’ rights generally and to general principles of equity.




(c) No Conflict with Other Agreement. Guarantor’s execution, delivery and
performance of this Guaranty will not (i) violate any of the organizational documents of
Borrower, (ii) result in the breach of, or conflict with, or result in the acceleration of,
any obligation under any guaranty, indenture, credit facility or other instrument to which
Guarantor, Borrower or any of their respective assets may be subject, or (iii) violate any
order, judgment or decree to which Guarantor, Borrower or any of their respective assets are
subject.




(d) No Pending Litigation. No action, suit, proceeding or investigation,
judicial, administrative or otherwise (including without limitation any reorganization,
bankruptcy, insolvency or similar proceeding), currently is pending or, to the best of
Guarantor’s knowledge, threatened against it which, either in any one instance or in the
aggregate, may have a material, adverse effect on its ability to perform its obligations
under this Guaranty.




(e) Consideration. Guarantor owns a direct or indirect interest in Borrower
and will derive substantial benefit from the making of the Loan to Borrower.




(f) Financial Condition. Guarantor currently is solvent and will not be
rendered insolvent by providing this Guaranty. No adverse change has occurred in the
financial condition of Guarantor since the date of its most recent financial statements
submitted to Agent, other than such changes that have been disclosed in writing to Agent and
acknowledged by Agent.



ARTICLE 5




MISCELLANEOUS




Section 5.1 Notices. All notices or other written communications hereunder shall be
deemed to have been properly given (a) upon delivery, if delivered in person, (b) one (1) business
day after having been deposited for overnight delivery with any reputable overnight courier
service, or (c) three (3) business days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by registered or certified
mail, postage prepaid, return receipt requested, addressed to the addresses set forth below in this
Section or as such party may from time to time designate by written notice to the other parties.
Either party by notice to the other in the manner provided herein may designate additional or
different addresses for subsequent notices or communications:



	 	 	 	 	 
	To Agent:
	 	Fifth Third Bank
	 
	 	222 South Riverside Plaza
	 
	 	30th Floor
	 
	 	MD GRVR0F
	 
	 	Chicago, Illinois 60606
	 
	 	Attn: Klay Schmeisser
	With copy to:
	 	Schwartz Cooper Chartered
	 
	 	180 North LaSalle Street
	 
	 	Suite 2700
	 
	 	Chicago, Illinois  60601
	 
	 	Attn:  Michael S. Kurtzon, Esq.
	To Guarantor:
	 	c/o Grubb & Ellis Realty Investors
	 
	 	1551 N. Tustin Ave., Suite 300
	 
	 	Santa Ana, CA 92705
	 
	 	Attn:  Mathieu Streiff, Real Estate Counsel
	With copy to:
	 	Cox, Castle & Nicholson, LLP
	 
	 	2049 Century Park East, 28th Floor
	 
	 	Los Angeles, California 90067
	 
	 	Attn:  Adam B. Weissburg






Section 5.2 Invalid Provisions. If any provision of this Guaranty is held to be
illegal, invalid or unenforceable in whole or in part, such provision shall be fully severable;
this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable
provision (or portion thereof) had never comprised a part hereof; the remaining provisions hereof
shall remain in full effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance therefrom; and in lieu of such illegal, invalid or unenforceable
provision there shall be added automatically as a part of this Guaranty a provision as similar in
terms to such illegal, invalid or unenforceable provision as may be possible to be legal, valid and
enforceable.



Section 5.3 Time of the Essence. Time is of the essence with respect to this
Guaranty and the performance and observance by Guarantor of each covenant, agreement, provision and
term of this Guaranty.



Section 5.4 Successors and Assigns; Agent as Agent. This Guaranty shall be binding
upon Guarantor and its successors and assigns and shall inure to the benefit of the Agent, and its
successors and assigns, except that (a) Guarantor may not assign or transfer its rights hereunder
or any interest herein or delegate their duties hereunder except, in each case, to the extent
expressly permitted in the Loan Agreement or the Mortgage, and (b) Agent shall have the right to
assign its rights hereunder in accordance with the Mortgage and the Loan Agreement.



Section 5.5 JURY WAIVER. GUARANTOR AND AGENT HEREBY VOLUNTARILY, KNOWINGLY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE
(WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG GUARANTOR AND AGENT ARISING OUT
OF OR IN ANY WAY RELATED TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT, OR ANY RELATIONSHIP BETWEEN
GUARANTOR AND AGENT. THIS PROVISION IS A MATERIAL INDUCEMENT BANKS TO PROVIDE THE LOAN DESCRIBED
HEREIN AND IN THE OTHER LOAN DOCUMENTS.



Section 5.6 Governing Law. This Guaranty shall be governed by and construed in
accordance with the laws of the State of Illinois.



Section 5.7 JURISDICTION AND VENUE. GUARANTOR HEREBY AGREES THAT ALL ACTIONS OR
PROCEEDINGS INITIATED BY GUARANTOR AND ARISING DIRECTLY OR INDIRECTLY OUT OF THIS GUARANTY SHALL BE
LITIGATED IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS, OR THE UNITED STATES DISTRICT COURT FOR
THE NORTHERN DISTRICT OF ILLINOIS OR, IF AGENT INITIATES SUCH ACTION, ANY COURT IN WHICH AGENT
SHALL INITIATE SUCH ACTION AND WHICH HAS JURISDICTION. GUARANTOR HEREBY EXPRESSLY SUBMITS AND
CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY AGENT IN ANY OF
SUCH COURTS, AND HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR
PAPERS ISSUED THEREIN, AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR
PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO GUARANTOR AT THE ADDRESS TO WHICH
NOTICES ARE TO BE SENT PURSUANT TO THIS GUARANTY. GUARANTOR WAIVES ANY CLAIM THAT CHICAGO,
ILLINOIS OR THE NORTHERN DISTRICT OF ILLINOIS IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED
ON LACK OF VENUE. SHOULD GUARANTOR, AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER TO ANY
SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER
THE MAILING THEREOF, GUARANTOR SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE
ENTERED BY AGENT AGAINST GUARANTOR AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR
PAPERS. THE EXCLUSIVE CHOICE OF FORUM FOR GUARANTOR SET FORTH IN THIS SECTION SHALL NOT BE DEEMED
TO PRECLUDE THE ENFORCEMENT BY AGENT OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING BY
AGENT OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND GUARANTOR HEREBY
WAIVES THE RIGHT, IF ANY, TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION.



Section 5.8 Entire Agreement. This Guaranty embodies the entire agreement and
understanding between Agent and Guarantor with respect to the subject matter hereof and supersedes
all prior agreements and understandings between such parties relating to the subject matter hereof.
Accordingly, this Guaranty may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements of the parties. There are no unwritten oral agreements between the
parties.



Section 5.9 Phrases. When used in this Guaranty, the phrase “including” (or a word
of similar import) shall mean “including, but not limited to,” the phrase “satisfactory to Agent”
shall mean “in form and substance satisfactory to Agent in all respects,” the phrase “with Agent’s
consent” or “with Agent’s approval” shall mean such consent or approval at Agent’s discretion, and
the phrase “acceptable to Agent” shall mean “acceptable to Agent at Agent’s discretion”, except as
provided otherwise herein. Wherever the context of this Guaranty may so require, the gender shall
include the masculine, feminine and neuter, and the singular shall include the plural and vice
versa. This Guaranty shall be construed as though drafted by all of the parties hereto and shall
not be construed against or in favor of any party.



Section 5.10 Titles of Articles, Sections and Subsections. All titles or headings to
articles, sections, subsections or other divisions of this Guaranty or the exhibits hereto are only
for the convenience of the parties and shall not be construed to have any effect or meaning with
respect to the other content of such articles, sections, subsections or other divisions, such other
content being controlling as to the agreement between Guarantor and Agent.



Section 5.11 Survival. All of the representations, warranties, covenants, and
indemnities hereunder, and any modification or amendment hereof, shall survive the closing and
funding of the Loan, shall not be deemed to have merged herein, and shall (except to the extent
expressly provided for herein) remain as continuing representations, warranties, covenants and
indemnities so long as any Debt is outstanding.



Section 5.12 Representation by Legal Counsel. Guarantor acknowledges that it, he or
she has been advised by Agent to seek the advice of legal counsel in connection with the
negotiation and preparation of this Guaranty. If Guarantor has chosen not to obtain legal
representation, whether due to cost considerations or for other reasons, the lack of such
representation shall not furnish Guarantor with any defense to the enforcement of Agent’s rights
hereunder.



Section 5.13 Injunctive Relief. Guarantor recognizes that in the event Guarantor
fails to perform, observe or discharge any of its obligations hereunder, no remedy of law will
provide adequate relief to Agent, and agrees that Agent shall be entitled to pursue temporary and
permanent injunctive relief in any such case without the necessity of proving actual damages.



Section 5.14 Loan Agreement. Guarantor hereby agrees to be bound by any covenants
binding upon him, her or it in the Loan Documents and such covenants are hereby incorporated by
reference as if fully set forth herein.



Section 5.15 Modification. This Guaranty shall not be modified, supplemented, or
terminated, nor any provision hereof waived, except by a written instrument signed by the party
against whom enforcement thereof is sought, and then only to the extent expressly set forth in such
writing.



Section 5.16 Duplicate Originals; Counterparts. This Guaranty may be executed in any
number of duplicate originals, and each duplicate original shall be deemed to be an original. This
Guaranty (and each duplicate original) also may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together constitute a fully executed Guaranty
even though all signatures do not appear on the same document. Receipt of an executed signature
page to this Guaranty by facsimile or other electronic transmission shall constitute effective
delivery thereof.



Section 5.17 Recitals. The recital and introductory paragraphs hereof are a part
hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts
and documents referred to therein.



Section 5.18 Reliance. Banks would not make the Loan to the Borrower without this
Guaranty. Accordingly, Guarantor intentionally and unconditionally enters into the covenants and
agreements herein and understands that, in reliance upon and in consideration of such covenants and
agreements, the Loan shall be made and, as part and parcel thereof, specific monetary and other
obligations have been, are being and shall be entered into which would not be made or entered into
but for such reliance.



Section 5.19 Waiver of Bankruptcy Stay. Guarantor covenants and agrees that upon the
commencement of a voluntary or involuntary bankruptcy proceeding by or against Guarantor, Guarantor
shall not seek a supplemental stay or otherwise pursuant to 11 U.S.C. §105 or any other provision
of the Bankruptcy Code or any other Debtor Relief Law, to stay, interdict, condition, reduce or
inhibit the ability of Agent to enforce any rights of Agent against Guarantor by virtue of this
Guaranty or otherwise.



Section 5.20 Further Assurances. Guarantor shall, upon request by Agent, execute,
with acknowledgment or affidavit if required, and deliver, any and all documents and instruments
required to effectuate the provisions hereof and of any other Loan Document.



[Remainder of page is blank; signature appears on next page.]






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IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the date first above
written.



	 
	GRUBB & ELLIS HEALTHCARE REIT, INC., a Maryland corporation

By: /s/ Shannon K S Johnson

Shannon K S Johnson

Its: Chief Financial Officer







[SEE ATTACHMENT]





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ACKNOWLEDGMENT




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 	 	 	 	 
	STATE OF CALIFORNIA

	 	 
	 	 
	 	 	)	 	 	 
	 

	 	 
	 	 
	 	 	)	 	 	 
	COUNTY OF ORANGE

	 	 
	 	 
	 	 	)	 	 	 






On June 18, 2008, before me, Monica Chavez, a Notary Public, personally appeared Shannon K S
Johnson who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that she executed the same in her
authorized capacity, and that by her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.



I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is
true and correct.



WITNESS my hand and official seal.



Signature /s/ Monica Chavez



[Seal] Monica Chavez



[Seal] Commission # 1762879



[Seal] Notary Public – California



[Seal] Orange County



[Seal] My Comm. Expires Aug 21, 2011




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